Companies Act, 1973 (Act No. 61 of 1973)

The Securities Regulation Code on Takeovers and Mergers

The Code

Section I. Conduct during the Offer

Rule 16. Supply of Information
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16.1)Equality of information to holders of securities

 

Information about companies involved in an offer shall be made equally available to all shareholders as nearly as possible at the same time and in the same manner; but this Rule shall not apply to the furnishing with the prior approval of the Panel of information in confidence by an offeree company to a bona fide potential offeror or vice versa or the issue of circulars to their own investment clients by brokers or advisers to any party to the transaction provided such issue has previously been approved by the Panel.

 

16.2)Advertisements

 

The publication of advertisements connected with an affected transaction or potential affected transaction shall be subject to the prior approval of the Panel.

 

16.3)Approval and distribution of documents and announcements

 

Copies of all relevant documents and announcements bearing on an affected transaction and of advertisements and any material to be released to the media bearing on an affected transaction shall be lodged with the Executive Director for approval prior to issue.

 

Copies of all relevant documents and public announcements when issued or made shall also be made available at the same time to the advisers to all other parties to the offer.

 

16.4)Equality of information to competing offerors

 

Any information, including particulars of holders of relevant securities, given to a preferred offeror or potential offeror (but usually only when there has been a public announcement of the existence of the preferred or potential offeror) shall on request be furnished equally and as promptly to a less welcome but bona fide offeror or potential offeror.

 

16.5)Telephone campaigns

 

Except with the prior approval of the Panel, campaigns in which holders of relevant securities are contacted by telephone shall be conducted only by staff of the financial advisers who are fully conversant with the requirements of, and their responsibilities under, the Code. Only previously published information which remains accurate, and is not misleading at the time it is quoted, shall be used in telephone campaigns. Holders of relevant securities shall not be put under pressure and shall be encouraged to consult their professional advisers.